PR Newswire | Feb 2, 2021 08:15PM EST

02/02 19:14 CST

Bristow Group Reports Third Quarter Fiscal Year 2021 Results- Net loss of $57.1 million, or $1.97 per diluted share, in Q3 FY21 primarily due to a non-cash impairment charge- EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $47.4 million in Q3 FY21 compared to $54.2 million in Q2- Adjusted Free Cash Flow excluding Net Capex was $26.8 million in Q3 FY21- As of December 31, 2020, unrestricted cash balance was $293.5 million with total liquidity of $345.0 million HOUSTON, Feb. 2, 2021

HOUSTON, Feb. 2, 2021 /PRNewswire/ -- Bristow Group Inc. (NYSE: VTOL) today reported net loss attributable to the Company of $57.1 million, or $1.97 per diluted share, for its fiscal third quarter ended December 31, 2020 ("current quarter") on operating revenues of $300.3 million compared to net loss attributable to the Company of $27.9 million, or $0.95 per diluted share, for the quarter ended September 30, 2020 ("preceding quarter") on operating revenues of $295.7 million. The primary driver of the net loss in the current quarter was the impairment of our investment in Cougar Helicopters Inc. ("Cougar") in Canada.

Earnings before interest, taxes, depreciation and amortization ("EBITDA") was $(12.7) million in the current quarter compared to $12.6 million in the preceding quarter. EBITDA adjusted to exclude special items and gains or losses on asset dispositions was $47.4 million in the current quarter compared to $54.2 million in the preceding quarter. The following table provides a bridge between EBITDA, Adjusted EBITDA and Adjusted EBITDA excluding gains or losses on asset dispositions. See Reconciliation of Non-GAAP Metrics for a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA.

Three Months Ended,

September 30,December 31, 2020 2020

Successor

EBITDA $ 12,568 $(12,679)

Special items:

Loss on impairment 17,596 53,249

PBH intangible amortization 5,644 5,641

Merger-related costs 4,497 4,450

Organizational restructuring costs 13,326 1,547

Loss on early extinguishment of debt - 229

Government grants (2,201) (1,075)

Bankruptcy related costs - (1,984)

Bargain purchase gain (5,660) -

$ 33,202 $62,057

Adjusted EBITDA $ 45,770 $49,378

(Gains) losses on asset dispositions, net 8,473 (1,951)

Adjusted EBITDA excluding asset dispositions$ 54,243 $47,427

"The Company continues to make significant integration progress following the merger of Era and Bristow in June 2020," said Chris Bradshaw, President and Chief Executive Officer of Bristow. "We are pleased to announce a further increase in the amount of identified synergies to at least $50 million of annualized cost savings, of which projects representing $27 million of annualized synergies have already been completed."

Sequential Quarter Results

Operating revenues were $4.6 million higher in the current quarter compared to the preceding quarter.

Operating revenues from oil and gas operations were $1.5 million higher than the preceding quarter. Higher utilization in the Americas, Africa and Asia Pacific regions was partially offset by lower utilization in the Europe Caspian region. Operating revenues from U.K. SAR services were $0.5 million lower in the current quarter primarily due to fewer flight hours, partially offset by the strengthening of the British pound sterling ("GBP") relative to the U.S. dollar. Operating revenues from fixed wing services were $0.3 million lower in the current quarter primarily due to decreased activity, partially offset by the strengthening of the Australian dollar relative to the U.S. dollar. Operating revenues from other services were $3.8 million higher primarily due to increased part sales.

Operating expenses were $3.7 million lower in the current quarter. Lower personnel costs, due to the recognition of severance expense in the preceding quarter related to the merger of Era Group Inc. and Bristow Group Inc. (the "Merger"), were partially offset by higher maintenance costs.

General and administrative expenses were $1.3 million lower in the current quarter primarily due to decreased professional services fees.

During the current quarter, the Company recognized a loss on impairment of $51.9 million related to its investment in Cougar and a loss on impairment of $1.4 million related to helicopters held for sale. During the preceding quarter, the Company recognized a loss on impairment of $12.4 million related to the write down of inventory and a loss on impairment of $5.2 million related to helicopters that were transferred to held for sale assets.

During the current quarter, the Company sold five S-76C++ medium, two B412 medium, seven B407 single engine helicopters, and one H225 simulator for cash proceeds of $14.4 million resulting in gains of $2.0 million. During the preceding quarter, the Company sold ten H225 heavy, nine S-76C++ medium and twelve B407 single engine helicopters for cash proceeds of $40.5 million resulting in losses of $8.5 million.

During the current quarter, the Company recognized earnings of $0.9 million from equity investments compared to $1.9 million in the preceding quarter due to higher earnings from Cougar in the preceding quarter.

During the current quarter, the Company recognized a reorganization item gain of $2.0 million related to the Company's non-qualified deferred compensation plan for the Company's former senior executives.

During the preceding quarter, the Company recognized a bargain purchase gain of $5.7 million related to the Merger.

Other income, net of $5.6 million in the current quarter was primarily due to other income related to Airnorth (government grants) of $3.4 million, a favorable interest adjustment to the Company's pension liability of $1.1 million and net foreign exchange gains of $0.9 million. Other income, net of $10.6 million in the preceding quarter was primarily due to net foreign exchange gains of $6.9 million, other income related to Airnorth (government grants) of $2.7 million and a favorable interest adjustment to the Company's pension liability of $0.9 million.

Income tax expense was $13.4 million in the current quarter and $8.6 million in the preceding quarter. The expense in the current quarter was primarily due to nondeductible expenses related to impairment and the Merger, variability of earnings in different jurisdictions and the impact of valuation allowances.

Calendar Quarter Results

Operating revenues were $5.3 million higher in the current quarter compared to the three months ended December 31, 2019 (the "prior year quarter").

Operating revenues from oil and gas operations were $2.9 million higher in the current quarter. Operating revenues in the Americas were $36.3 million higher primarily due to the impact of the Merger. Operating revenues in the Asia Pacific and Africa regions were $0.5 million and $16.2 million lower, respectively, primarily due to lower utilization. Operating revenues in the Europe Caspian region were $16.7 million lower primarily due to lower utilization, partially offset by the strengthening of the GBP relative to the U.S. dollar.

Operating revenues from U.K. SAR services were $1.8 million higher in the current quarter primarily due to the strengthening of the GBP relative to the U.S. dollar and an increase in flight hours.

Operating revenues from fixed wing services were $5.7 million lower in the current quarter primarily due to lower utilization.

Operating revenues from other services were $6.2 million higher due to higher part sales and the benefit of the Merger.

Operating expenses were $10.4 million lower in the current quarter. Maintenance costs were $5.4 million lower primarily due to lower activity in the current quarter and betterment-detriment expenses incurred in the prior year quarter, partially offset by the impact of the Merger. Lease costs were $2.7 million lower primarily due to fewer aircraft on lease. Fuel, training and other costs decreased $5.3 million, $1.9 million and $2.0 million, respectively, primarily due to lower activity. These decreases were partially offset by an increase in insurance costs of $3.9 million primarily due to higher premiums and the impact of the Merger and an increase in personnel costs of $3.1 million primarily due to the impact of the Merger.

General and administrative expenses were $3.4 million lower in the current quarter primarily due to decreased professional services fees.

Merger-related costs of $4.5 millionin the current quarter primarilyconsist of professional services fees and severance costs related to the Merger.

Depreciation and amortization expenses were $2.2 million lower in the current quarter primarily due to fewer helicopters and the revaluation of assets in connection with the adoption of fresh-start accounting.

During the current quarter, the Company recognized a loss on impairment of $51.9 million related to its investment in Cougar and a loss on impairment of $1.4 million related to helicopters held for sale.

During the current quarter, the Company sold five S-76C++ medium, two B412 medium, seven B407 single engine helicopters, and one H225 simulator for cash proceeds of $14.4 million resulting in gains of $2.0 million.

During the current quarter, the Company recognized earnings of $0.9 million from its equity investments compared to $5.1 million in the prior year quarter. The prior year quarter included earnings from Lder Txi Areo S.A. ("Lder"), which the Company has subsequently initiated a partial dissolution process to exit its equity investment, and from Cougar, which was impaired during the current quarter.

Interest expense was $75.7 million lower in the current quarter. During the prior year quarter, the Company incurred a $56.9 million expense related to Chapter 11 of Title 11 of the U.S. Code ("Chapter 11") activities. Excluding this, interest expense was lower in the current quarter due to lower debt balances.

During the current quarter, the Company recognized a reorganization item gain of $2.0 million related to the Company's non-qualified deferred compensation plan for the Company's former senior executives. Reorganization items incurred in the prior year quarter related to Chapter 11.

Other income, net of $5.6 million in the current quarter was primarily due to other income related to Airnorth (government grants) of $3.4 million, a favorable interest adjustment to the Company's pension liability of $1.1 million and net foreign exchange gains of $0.9 million. Other income, net of $10.7 million in the prior year quarter was primarily due to net foreign exchange gains of $10.6 million and a favorable interest adjustment to the Company's pension liability of $0.1 million.

Income tax expense was $13.4 million in the current quarter compared to a benefit of $2.3 million in the prior year quarter. The expense in the current quarter was primarily due to nondeductible expenses related to impairment and the Merger, variability of earnings in different jurisdictions and the impact of valuation allowances.

Liquidity and Capital Allocation

As of December 31, 2020, the Company had $293.5 million of unrestricted cash and $51.5 million of remaining availability under its amended asset-based revolving credit facility (the "ABL Facility") for total liquidity of $345.0 million. Borrowings under the amended ABL Facility are subject to certain conditions and requirements.

During the current quarter, the Company repurchased 102,925 shares of common stock in open market transactions for gross consideration of $2.4 million, which is an average purchase price per share of $23.49. During the preceding quarter, the Company repurchased 345,327 shares for gross consideration of $7.6 million, representing an average purchase price of $21.93 per share.

During the current quarter, the Company repurchased $12.1 million face value of the 7.750% Senior Notes at 97.5% for total cash of $12.2 million, including accrued interest of $0.4 million, and recognized a loss on debt extinguishment of $0.2 million. The Company also made final payments of $12.7 million and $4.0 million, inclusive of interest, upon maturity of two promissory notes.

In the current quarter, cash proceeds from dispositions of property and equipment were $14.4 million and purchases of property and equipment were $3.9 million, resulting in net (proceeds from)/purchases of property and equipment ("Net Capex") of $(10.5) million. In the preceding quarter, cash proceeds from dispositions of property and equipment were $40.5 million and purchases of property and equipment were $4.5 million, resulting in Net Capex of $(36.0) million. See Adjusted Free Cash Flow Reconciliation for a reconciliation of Net Capex and Adjusted Free Cash Flow.

Conference Call

Management will conduct a conference call starting at 10:00 a.m. ET (9:00 a.m. CT) on Wednesday, February 3, 2021, to review the results for the fiscal third quarter ended December 31, 2020. The conference call can be accessed as follows:

All callers will need to reference the access code 6114092

Within the U.S.:Operator Assisted Toll-Free Dial-In Number: (800) 458-4121

Outside the U.S.:Operator Assisted International Dial-In Number: (323) 794-2597

Replay

A telephone replay will be available through February 17, 2021 by dialing 888-203-1112 and utilizing the access code above. An audio replay will also be available on the Company's website at www.bristowgroup.com shortly after the call and will be accessible through February 17, 2021. The accompanying investor presentation will be available on February 3, 2021 on Bristow's website at www.bristowgroup.com.

About Bristow Group

Bristow Group Inc. is the leading global provider of vertical flight solutions. Bristow primarily provides aviation services to a broad base of major integrated, national and independent offshore energy companies. Bristow provides commercial search and rescue ("SAR") services in several countries and public sector SAR services in the United Kingdom ("U.K.") on behalf of the Maritime & Coastguard Agency ("MCA"). Additionally, the Company also offers ad hoc helicopter and fixed wing transportation services.

Bristow currently has customers in Australia, Brazil, Canada, Chile, Colombia, Guyana, India, Mexico, Nigeria, Norway, Spain, Suriname, Trinidad, the U.K. and the U.S.

Forward-Looking Statements Disclosure

This press release contains "forward-looking statements." Forward-looking statements give Bristow Group Inc.'s (the "Company") current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "project," or "continue," or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, reflect management's current views with respect to future events and therefore are subject to significant risks and uncertainties, both known and unknown. The Company's actual results may vary materially from those anticipated in forward-looking statements. The Company cautions investors not to place undue reliance on any forward-looking statements.

Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based that occur after the date hereof. Risks that may affect forward-looking statements include, but are not necessarily limited to, those relating to: the COVID-19 pandemic and related economic repercussions have resulted, and may continue to result, in a decrease in the price of and demand for oil, which has caused, and may continue to cause, a decrease in the demand for our services; expected cost synergies and other benefits of the merger (the "Merger") of the entity formerly known as Bristow Group Inc. ("Old Bristow") and Era Group Inc.("Era") might not be realized within the expected time frames, might be less than projected or may not be realized at all; the ability to successfully integrate the operations, accounting and administrative functions of Era and Old Bristow; managing a significantly larger company than before the completion of the Merger; diversion of management time on issues related to integration of the companies; the increase in indebtedness as a result of the Merger; operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees and customers, may be greater than expected; our reliance on a limited number of customers and the reduction of our customer base as a result of bankruptcies or consolidation; the possibility that we may be unable to maintain compliance with covenants in our financing agreements; fluctuations in worldwide prices of and demand for oil and natural gas; fluctuations in levels of oil and natural gas exploration, development and production activities; fluctuations in the demand for our services; the possibility that we may impair our long-lived assets, including goodwill, inventory, property and equipment and investments in unconsolidated affiliates; our ability to implement operational improvement efficiencies with the objective of rightsizing our global footprint and further reducing our cost structure; the possibility of significant changes in foreign exchange rates and controls, including as a result of the U.K. having exited from the European Union ("E.U.") ("Brexit"); the impact of continued uncertainty surrounding the affects Brexit will have on the British, EU and global economies and demand for oil and natural gas; potential effects of increased competition; the inability to remediate the material weaknesses identified in internal controls over financial reporting relating to our monitoring control processes; the possibility that we may be unable to re-deploy our aircraft to regions with greater demand; the possibility of changes in tax and other laws and regulations and policies, including, without limitation, action of the Biden Administration that impact oil and gas operations or favor renewable energy projects in the U.S.; the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket; general economic conditions, including the capital and credit markets; the possibility that segments of our fleet may be grounded for extended periods of time or indefinitely; the existence of operating risks inherent in our business, including the possibility of declining safety performance; the possibility of political instability, war or acts of terrorism in any of the countries where we operate; the possibility that reductions in spending on aviation services by governmental agencies could lead to modifications of our search and rescue ("SAR") contract terms with the UK government, our contracts with the Bureau of Safety and Environmental Enforcement ("BSEE") or delays in receiving payments under such contracts; and our reliance on a limited number of helicopter manufacturers and suppliers. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. We have included important factors in the section entitled "Risk Factors" in the Company's joint proxy and consent solicitation statement/prospectus (File No. 333-237557), filed with the United States Securities and Exchange Commission (the "SEC") on May 5, 2020 and the Company's Quarterly Report on Form 10-Q for the Quarter ended December 31, 2020, which we believe over time, could cause our actual results, performance or achievements to differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. You should consider all risks and uncertainties disclosed in the Proxy Statement and in our filings with the SEC, all of which are accessible on the SEC's website at www.sec.gov.

BRISTOW GROUP INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except share and per share amounts)

Three Months Three Months Ended Ended September 30,December 31,Favorable/ 2020 2020 (Unfavorable) Successor

Revenue:

Operating revenue $ 295,722 $ 300,275 $4,553

Reimbursable revenue 8,918 9,622 704

Total revenues 304,640 309,897 5,257



Costs and expenses:

Operating expense 231,953 228,246 3,707

Reimbursable expense 8,919 9,525 (606)

General and administrative 39,268 37,931 1,337

Merger-related costs 4,497 4,450 47

Depreciation and amortization 18,537 17,931 606

Total costs and expenses 303,174 298,083 5,091



Loss on impairment (17,596) (53,249) (35,653)

Gain (loss) on asset dispositions (8,473) 1,951 10,424

Earnings from unconsolidated affiliates, net 1,948 896 (1,052)

Operating loss (22,655) (38,588) (15,933)



Interest income 434 359 (75)

Interest expense (13,445) (13,203) 242

Reorganization items, net - 1,984 1,984

Bargain purchase gain 5,660 - (5,660)

Other, net 10,592 5,635 (4,957)

Total other income (expense) 3,241 (5,225) (8,466)

Loss before income taxes (19,414) (43,813) (24,399)

Provision for income taxes (8,578) (13,447) (4,869)

Net loss (27,992) (57,260) (29,268)

Net loss attributable to noncontrolling interests 131 139 8

Net loss attributable to Bristow Group Inc $ (27,861) $ (57,121)$(29,260)



Basic loss per common share $ (0.95) $ (1.97)

Diluted loss per common share $ (0.95) $ (1.97)



Weighted average common shares outstanding, basic 29,357,959 28,944,908

Weighted average common shares outstanding, diluted29,357,959 28,944,908



EBITDA $ 12,568 $ (12,679)

Adjusted EBITDA $ 45,770 $ 49,378

Adjusted EBITDA excluding asset dispositions $ 54,243 $ 47,427

BRISTOW GROUP INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except share and per share amounts)

Three Months Ended December 31, 2019

One Month Two Months Three MonthsThree Months Ended Ended Ended Ended October 31, 2019December 31,December 31,December 31, 2019 2019 2020

Predecessor Successor Combined Successor

Revenue:

Operating revenue $101,659 $193,322 $294,981 $300,275

Reimbursable revenue 4,168 7,602 11,770 9,622

Total revenues 105,827 200,924 306,751 309,897



Costs and expenses:

Operating expense 79,802 158,845 238,647 228,246

Reimbursable expense 4,049 7,707 11,756 9,525

General and administrative 15,965 25,358 41,323 37,931

Merger-related costs - 318 318 4,450

Depreciation and amortization 8,222 11,926 20,148 17,931

Total costs and expenses 108,038 204,154 312,192 298,083



Loss on impairment - - - (53,249)

Gain (loss) on asset dispositions 249 (154) 95 1,951

Earnings from unconsolidated affiliates, net 3,609 1,499 5,108 896

Operating income (loss) 1,647 (1,885) (238) (38,588)



Interest income 165 202 367 359

Interest expense (79,235) (9,674) (88,909) (13,203)

Reorganization items, net (447,674) - (447,674) 1,984

Change in fair value of preferred stock derivative - (133,315) (133,315) - liability

Other, net 7,009 3,729 10,738 5,635

Total other income (expense) (519,735) (139,058) (658,793) (5,225)

Loss before income taxes (518,088) (140,943) (659,031) (43,813)

Benefit (provision) for income taxes 13,889 (11,600) 2,289 (13,447)

Net loss (504,199) (152,543) (656,742) (57,260)

Net income attributable to noncontrolling interests5 31 36 139

Net loss attributable to Bristow Group Inc $(504,194) $(152,512)$(656,706)$(57,121)



Basic loss per common share $(14.04) $(14.49) N/A^(1) $(1.97)

Diluted loss per common share $(14.04) $(14.49) N/A^(1) $(1.97)



Weighted average common shares outstanding, basic 35,918,916 11,235,535 N/A^(1) 28,944,908

Weighted average common shares outstanding, diluted35,918,916 11,235,535 N/A^(1) 28,944,908



EBITDA $(430,631) $(119,343)$(549,974)$(12,679)

Adjusted EBITDA $17,431 $24,337 $41,768 $49,378

Adjusted EBITDA excluding asset dispositions $17,182 $24,491 $41,673 $47,427

___________________________

^ Weighted average common shares outstanding and loss per common share(1) unavailable for "Combined" period due to the emergence from Chapter 11 Cases during this period.

BRISTOW GROUP INC REVENUES BY LINE OF SERVICE (unaudited, in thousands)

Three Months Ended December 31, 2019

One Month Ended Two Months Ended Three Months Three Months Three Months October 31, 2019December 31, 2019Ended DecemberEnded Ended 31, 2019 September 30, 2020December 31, 2020

Predecessor Successor Combined Successor

Oil and gas:

Europe Caspian $38,200 $71,888 $110,088 $98,495 $93,383

Americas 21,416 39,758 61,174 93,102 97,435

Africa 12,924 26,286 39,210 21,237 23,055

Asia Pacific 1,745 2,090 3,835 2,920 3,383

Total oil and gas74,285 140,022 214,307 215,754 217,256

UK SAR Services 17,858 36,822 54,680 56,978 56,470

Fixed Wing Services9,397 16,333 25,730 20,310 20,054

Other 119 145 264 2,680 6,495

$101,659 $193,322 $294,981 $295,722 $300,275

FLIGHT HOURS BY LINE OF SERVICE (unaudited)

Three Months Ended December 31, 2019

One Month Ended Two Months Ended Three Months Three Months Three Months October 31, 2019December 31, 2019Ended Ended Ended December 31, 2019September 30, 2020December 31, 2020

Predecessor Successor Combined Successor

Oil and gas:

Europe Caspian 5,146 9,215 14,361 12,330 11,956

Americas 3,119 5,296 8,415 10,891 10,990

Africa 1,398 2,770 4,168 1,743 2,353

Asia Pacific 83 141 224 62 241

Total oil and gas9,746 17,422 27,168 25,026 25,540

UK SAR Services 779 1,530 2,309 2,797 2,321

Fixed Wing Services1,187 2,147 3,334 3,391 3,494

11,712 21,099 32,811 31,214 31,355

BRISTOW GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

Successor

December 31, 2020March 31, 2020

ASSETS (unaudited)

Current assets:

Cash and cash equivalents $ 297,833 $199,121

Accounts receivable 231,587 180,683

Inventories 97,422 82,419

Assets held for sale 17,531 32,401

Prepaid expenses and other current assets 31,516 29,527

Total current assets 675,889 524,151

Investment in unconsolidated affiliates 38,368 110,058

Property and equipment 1,099,878 901,314

Accumulated depreciation (71,249) (24,560)

Net property and equipment 1,028,629 876,754

Right-of-use assets 266,651 305,962

Other assets 126,245 128,336

Total assets $ 2,135,782 $1,945,261



LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 63,161 $52,110

Accrued liabilities 214,661 200,129

Short-term borrowings and current maturities of long-term debt 48,069 45,739

Total current liabilities 325,891 297,978

Long-term debt, less current maturities 568,368 515,385

Preferred stock embedded derivative - 286,182

Deferred taxes 65,355 22,775

Long-term operating lease liabilities 183,994 224,595

Deferred credits and other liabilities 11,670 22,345

Total liabilities 1,155,278 1,369,260



Redeemable noncontrolling interests 1,453 -

Mezzanine equity - 149,785



Stockholders' investment

Common stock 303 1

Additional paid-in capital 685,575 295,897

Retained earnings 269,600 139,228

Treasury shares, at cost (10,007) -

Accumulated other comprehensive income 34,153 (8,641)

Total Bristow Group Inc. stockholders' investment 979,624 426,485

Noncontrolling interests (573) (269)

Total stockholders' investment 979,051 426,216

Total liabilities, mezzanine equity and stockholders' investment$ 2,135,782 $1,945,261

Reconciliation of Non-GAAP Metrics

The Company's management uses EBITDA and Adjusted EBITDA to assess the performance and operating results of its business. EBITDA is defined as Earnings before Interest expense, Taxes, Depreciation and Amortization. Adjusted EBITDA is defined as EBITDA further adjusted for certain special items that occurred during the reported period, as noted below. The Company includes EBITDA and Adjusted EBITDA to provide investors with a supplemental measure of its operating performance. Neither EBITDA nor Adjusted EBITDA is a recognized term under generally accepted accounting principles in the U.S. ("GAAP"). Accordingly, they should not be used as an indicator of, or an alternative to, net income as a measure of operating performance. In addition, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management's discretionary use, as they do not consider certain cash requirements, such as debt service requirements. Because the definitions of EBITDA and Adjusted EBITDA (or similar measures) may vary among companies and industries, they may not be comparable to other similarly titled measures used by other companies.

The following tables provide a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA (in thousands).

Sequential Quarter Results

Three Months EndedThree Months Ended September 30, 2020December 31, 2020

Successor

Net loss $(27,992) $(57,260)

Depreciation and amortization 18,537 17,931

Interest expense 13,445 13,203

Income tax (benefit) expense 8,578 13,447

EBITDA $12,568 $(12,679)

Special items ^(1) 33,202 62,057

Adjusted EBITDA $45,770 $49,378

(Gains) losses on asset dispositions, net 8,473 (1,951)

Adjusted EBITDA excluding asset dispositions$54,243 $47,427

(1) Special items include the following:

Three Months EndedThree Months Ended September 30, 2020December 31, 2020

Successor

Loss on impairment $ 17,596 $ 53,249

PBH intangible amortization 5,644 5,641

Merger-related costs 4,497 4,450

Organizational restructuring costs 13,326 1,547

Loss on early extinguishment of debt- 229

Government grants^(2) (2,201) (1,075)

Bankruptcy related costs - (1,984)

Bargain purchase gain (5,660) -

$ 33,202 $ 62,057

___________________________

^(2) COVID-19 related government relief grants

Calendar Quarter Results

Three Months Ended December 31, 2019

One Month Ended Two Months Ended Three Months EndedThree Months Ended October 31, 2019December 31, 2019December 31, 2019 December 31, 2020

Predecessor Successor Combined Successor

Net loss $ (504,199) $ (152,543) $ (656,742) $(57,260)

Depreciation and amortization 8,222 11,926 20,148 17,931

Interest expense 79,235 9,674 88,909 13,203

Income tax (benefit) expense (13,889) 11,600 (2,289) 13,447

EBITDA $ (430,631) $ (119,343) $ (549,974) $(12,679)

Special items ^(1) 448,062 143,680 591,742 62,057

Adjusted EBITDA $ 17,431 $ 24,337 $ 41,768 $49,378

(Gains) losses on asset dispositions, net (249) 154 (95) (1,951)

Adjusted EBITDA excluding asset dispositions$ 17,182 $ 24,491 $ 41,673 $47,427

(1) Special items include the following:

Three Months Ended December 31, 2019

One Month Ended Two Months Ended Three Months EndedThree Months Ended October 31, 2019December 31, 2019December 31, 2019 December 31, 2020

Predecessor Successor Combined Successor

Loss on impairment $ - $- $- $53,249

PBH intangible amortization - 10,024 10,024 5,641

Merger-related costs - 318 318 4,450

Organizational restructuring costs 388 23 411 1,547

Loss on early extinguishment of debt - - - 229

Government grants^(2) - - - (1,075)

Bankruptcy related costs 447,674 - 447,674 (1,984)

Change in fair value of preferred stock- 133,315 133,315 - derivative liability

$ 448,062 $143,680 $591,742 $62,057

___________________________

^(2) COVID-19 related government relief grants

Pro Forma Q3 FY20 Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the three months ended December 31, 2019 (in thousands).

Old Bristow Era Group Inc.Pro Forma

Net loss $(656,742)$(811) $(657,553)

Depreciation and amortization 20,148 9,337 29,485

Interest expense 88,909 3,517 92,426

Income tax benefit (2,289) (1,052) (3,341)

EBITDA $(549,974)$10,991 $(538,983)

Special items ^(1) 591,742 3,730 595,472

Adjusted EBITDA $41,768 $14,721 $56,489

Gains on asset dispositions, net (95) (3,095) (3,190)

Adjusted EBITDA excluding asset dispositions$41,673 $11,626 $53,299

(1) Special items include the following:

Old BristowEra Group Inc.Pro Forma

Bankruptcy related costs $447,674 $- $447,674

Change in fair value of preferred stock derivative liability133,315 - 133,315

PBH intangible amortization 10,024 214 10,238

Involuntary separation programs 411 - 411

Merger-related costs 318 965 1,283

Loss on impairments - 2,551 2,551

$591,742 $3,730 $595,472

Pro Forma LTM Reconciliation

Pro Forma EBITDA and Pro Forma Adjusted EBITDA reflect EBITDA and Adjusted EBITDA of Old Bristow and Era Group Inc. before the Merger for the period beginning January 1, 2020 through June 11, 2020, plus EBITDA and Adjusted EBITDA for the post-Merger period through December 31, 2020. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Pro Forma EBITDA and Pro Forma Adjusted EBITDA for the twelve months ended December 31, 2020 (in thousands).

Old BristowEra Group Legacy Era Bristow Pro Forma Inc. Group Inc.

January 1, January 1, June 12 - 30,July 1, 2020 -LTM 2020 - June2020 - June2020 December 31, December 31, 30, 2020 11, 2020 2020 2020

Net income (loss) $367,326 $(25,348)$ (4,305) $ (85,252) $252,421

Depreciation and amortization 32,226 17,325 443 36,468 86,462

Interest expense 25,045 6,089 749 26,648 58,531

Income tax (benefit) expense (14,915) (3,298) 508 22,025 4,320

EBITDA $409,682 $(5,232) $ (2,605) $ (111) $401,734

Special items ^(1) (338,633) 18,168 2,502 95,259 (222,704)

Adjusted EBITDA $71,049 $12,936 $ (103) $ 95,148 $179,030

(Gains) losses on asset dispositions, net (5,230) 175 5 6,522 1,472

Adjusted EBITDA excluding asset dispositions$65,819 $13,111 $ (98) $ 101,670 $180,502

(1) Special items include the following:

Old Bristow Era Group Legacy Era Bristow Pro Forma Inc. Group Inc.

January 1, January 1, June 12 - 30,July 1, 2020 -LTM 2020 - June 2020 - June2020 December 31, December 31, 30, 2020 11, 2020 2020 2020

Loss on impairments $28,824 $(182) $- $ 70,845 $99,487

Merger-related costs 21,115 17,968 2,317 8,947 50,347

PBH intangible amortization 10,429 382 185 11,285 22,281

Bankruptcy related costs 7,232 - - (1,984) 5,248

Organizational restructuring costs 3,216 - - 14,873 18,089

Loss on early extinguishment of debt 615 - - 229 844

Government grants^(2) (1,760) - - (3,276) (5,036)

Bargain purchase gain (75,433) - - (5,660) (81,093)

Change in fair value of preferred stock(332,871) - - - (332,871) derivative liability

$(338,633)$18,168 $2,502 $ 95,259 $(222,704)

___________________________

^(2) COVID-19 related government relief grants

Adjusted Free Cash Flow Reconciliation

Free Cash Flow represents the Company's net cash provided by operating activities plus proceeds from disposition of property and equipment, less expenditures related to purchases of property and equipment. Adjusted Free Cash Flow is Free Cash Flow adjusted to exclude professional services fees and other costs paid in relation to the Merger, fresh-start accounting and the Chapter 11 Cases. Management believes that the use of Adjusted Free Cash Flow is meaningful as it measures the Company's ability to generate cash from its business after excluding cash payments for special items. Management uses this information as an analytical indicator to assess the Company's liquidity and performance. However, investors should note numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate Adjusted Free Cash Flow may differ from the methods used by other companies to calculate their free cash flow.

The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to Free Cash Flow and Adjusted Free Cash Flow (in thousands).

Three Months EndedThree Months Ended September 30, 2020December 31, 2020

Successor

Net cash provided by operating activities $41,857 $25,078

Plus: Proceeds from disposition of property and equipment 40,475 14,361

Less: Purchases of property and equipment (4,523) (3,860)

Free Cash Flow $77,809 $35,579

Plus: Organizational restructuring costs 13,326 1,547

Plus: Merger-related costs 4,026 1,247

Less: Government grants (2,201) (1,075)

Adjusted Free Cash Flow $92,960 $37,298

Net (proceeds from)/purchases of property and equipment ("Net Capex")(35,952) (10,501)

Adjusted Free Cash Flow excluding Net Capex $57,008 $26,797

BRISTOW GROUP INC FLEET COUNT (unaudited)

Number of Aircraft

Operating Aircraft

Owned Leased Aircraft ConsolidatedMax Pass.Average Type AircraftAircraftHeld For SaleAircraft Capacity Age (years)^(1)

Heavy Helicopters:

S-92A 35 28 - 63 19 11

S-92A U.K. SAR 3 7 - 10 19 6

H225 - - 2 2 19 10

AW189 6 1 - 7 16 5

AW189 U.K. SAR 11 - - 11 16 4

55 36 2 93

Medium Helicopters:

AW139 53 7 - 60 12 10

S-76 C+/C++ 26 - - 26 12 13

S-76D 8 - 2 10 12 6

B212 3 - - 3 12 39

90 7 2 99

Light-Twin Engine Helicopters:

AW109 6 - - 6 7 14

EC135 10 - - 10 6 12

BO105 2 - - 2 4 35

18 - - 18

Light-Single Engine Helicopters:

AS350 17 - - 17 4 23

AW119 13 - - 13 7 14

30 - - 30



Total Helicopters 193 43 4 240 12

Fixed wing 7 4 3 14

UAV - 2 - 2

Total Fleet 200 49 7 256

_____________

^(1) Reflects the average age of helicopters that are owned.

The chart below presents the number of aircraft in our fleet and their distribution among the regions in which we operate as of December 31, 2020 and the percentage of operating revenue that each of our regions provided during the current quarter.

Percentage of Current Quarter Operating UAVFixed Revenue HeavyMediumLight TwinLight Wing Total Single

Europe Caspian55 % 63 12 - 4 2 - 81

Americas 30 % 23 65 18 26 - - 132

Africa 9 % 7 20 - - - 2 29

Asia Pacific 6 % - 2 - - - 12 14

Total 100 % 93 99 18 30 2 14 256

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SOURCE Bristow Group